


Do Holograms Dream of Aquatic Sheep?

by LordValeryMimes



Category: Red Dwarf
Genre: Established Relationship, Explicit Sexual Content, M/M, Multi, Plot What Plot/Porn Without Plot
Language: English
Status: Completed
Published: 2016-07-02
Updated: 2016-07-02
Packaged: 2018-07-19 12:31:22
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 3
Words: 7,224
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/7361596
Author URL: https://archiveofourown.org/users/LordValeryMimes/pseuds/LordValeryMimes
Summary: <blockquote class="userstuff">
              <p>Set during series X. Lister and Rimmer decide to use the AR suite to have some fun on their anniversary.</p>
            </blockquote>





	1. Chapter 1

**Author's Note:**

> As usual, thanks to janamelie for being my sounding board for ideas, and my beta. :-)

“You’re absolutely, one-hundred percent certain that you’re ok with this, Rimmer?” Lister chewed on his thumbnail as he paced in the AR suite.

“Lister, how many times do I have to reassure you? This was my idea remember?” Rimmer stood in his immaculate blue suit, his hands held wide in frustration as he pleaded with Lister.

“I know, man. I know. It’s just, we’ve never done something like this before. I just want to be sure there’s not going to be any hurt feelings. You know?”

Rimmer slipped his arms around Lister, and gave him an affectionate squeeze. “And I love you for that. But this is supposed to be about _you_ , Lister. This is supposed to be _your_ present. I want to do this for _you_.”

“I know. I know. I suppose I just never thought this was anything that would ever actually happen. Being the last human being alive in the universe, that kind of puts up some pretty big limitations as far as sexual fantasies go.”

Rimmer puffed out his chest, as he smirked. “Well fear not, Lister. You can count on old Arnie to problem-solve and make great things happen.”

“Yeah,” Lister scoffed. “You’re a regular Boy Scout, you are. This is right up there with helping little old ladies cross the street.”

“Oh smeg the little old ladies. Trust me, I’ve given this very careful thought, and I am more than OK with it.” The hologram looked down at Lister, his hazel eyes sparkling.

“I dunno man, you don’t think it’s a bit weird?” Lister’s expression was slightly pained as he looked up at Rimmer.

“Weird? Lister, weird is our middle name. What have we done in the past several decades that hasn’t been completely, totally and utterly weird?”

“Can’t really argue with that I suppose.”

“Oh come on Listy, it'll be fun! Where’s your sense of adventure? This isn’t the fun-loving Lister that I know and love.”

“Maybe I’m just nervous.”

“Well don’t be! That’s my job to be nervous and fret about every little thing.” Rimmer pulled himself up tall as he gripped Lister firmly. “Remember, I’m still your superior, and I forbid you to usurp me as resident worrier and general spoiler of fun.”

Lister snorted as he looked up at Rimmer, “You’re never going to get tired of pulling that ‘superior’ crap are you?”

“Not as long as there’s breath in my hard-light body. Besides, you’re adorable when you’re irritated.”

Lister sighed as he leaned his forehead against Rimmer’s chest. “Well maybe you’re right. I’ll try not to worry.”

“That’s the spirit, Listy!” Rimmer released Lister and began to rub his hands together in expectation. “You’ve got the de-aging algorithm already programmed in?” Rimmer queried as he cleared his throat.

“Yes, it’s already loaded up into the program.” Lister walked over to the console and began to tap at the keys. “Although I still don’t see why you think we need it. You know I think you’re just as sexy looking now as you ever were.”

“We’ve been over this, Lister. I’ve no problem with being a silver fox normally, but it’s quite a different situation being a silver fox when you’re up against a fit, young, stalking wolf.” Lister shook his head as he resumed tapping at the keyboard. “You’re certain you still want it to be him?”

Lister sighed and gazed up at the ceiling wearily. “Y’see? This is why I feel like I need to keep asking if you’re ok with this.”

“I just want to be sure you’re sure.”

“I AM sure, Rimmer.”

“All right, all right.” Rimmer grew quiet as Lister resumed his typing. “You don’t think he’s a bit of a prat though?”

 _"Rimmer!_ ”

“Fine, fine. I won’t mention it again.” Rimmer threw up his hands in surrender, and grinned at Lister.

“All right, everything’s all set.”

“Marvelous,” Rimmer smirked as he rubbed his hands together gleefully. Lister climbed in the seat of the AR console and reached down to undo his trousers. He stopped when he heard Rimmer clearing his throat. “May I…?” He gestured to Lister’s zipper, and Lister returned the smirk as he casually rested his arms behind his head.

“Please yourself.”

Rimmer smiled as he knelt down and used his long, slender fingers to undo Lister’s trousers. Lister lifted his hips as the hologram grasped the waistband and tried to tug them down.

“I don’t know why you insist on wearing these leather trousers all the time. You practically need a winch to get these things off.” He grunted as he tugged them halfway down Lister’s thighs.

“You’re not fooling anybody, Rimmer. You know you love how I look in these.” Lister grinned as he lifted his hips higher. Rimmer gave one last tug and the leather bunched around Lister’s calves.

“I’d prefer it if you’d just not wear anything,” Rimmer murmured as he began to fondle Lister through the thin cotton of his boxers.

“Oh smegging hell, Rimmer. Don’t go getting me all worked up before we’ve even started.” Lister groaned as his body responded instinctively to Rimmer’s touch.

“I can’t help it Listy,” Rimmer growled as he slipped his fingers around the waistband of Lister’s boxers and pulled them down. “You’re just so… enticing.” He made a soft little sound of pleasure in the back of his throat as Lister’s semi-hard cock was exposed.

“Steady, big man. Save it for the simulation.” Lister smiled up at Rimmer as the hologram connected him to the groinal attachment.

“Spoil-sport,” Rimmer muttered as he fastened the last of Lister’s straps and gave him a kiss. He hurried over to the second AR chair, and began to hook himself up, slipping his shiny blue trousers down as discreetly as he could manage.

“I still can’t believe you’ve agreed to this,” Lister shook his head as he pulled down the AR visor.

“Haven’t you learned yet, Lister? I’m full of surprises.” Rimmer lowered his own visor and pressed the ‘run simulation’ button.


	2. Chapter 2

Lister’s head swam as his consciousness switched from real-life to that of the AR simulation. He doubled over, his head gripped in his hands as he waited for the vertigo to pass. As the wave of disorientation lessened, he straightened up and began to take in his surroundings. He was in a lavish hotel room, with a king-sized bed, a few bottles of champagne chilling in an ice-filled bucket on a stand, and an enormous picture window looking out onto the ocean.

“The ocean!” Lister blurted out as he ran to the open window. He leaned against the window-frame with the heels of his hands and pulled in a lungful of salty ocean air. A pristine white beach stretched out for several yards before it ended at an impossibly turquoise sea. Lister sighed as the sound of the waves breaking on the shore resonated in his ears. “God I’ve missed this,” he breathed as a pair of arms wrapped themselves around him.

“I thought you’d like it,” Rimmer murmured into Lister’s ear as he leaned onto his shoulder.

“I thought it was just going to be the penthouse suite on the Dwarf! This is unbelievable! How’d you manage it?”

“Kryten gave me a hand with some of the programming. There might be a few bugs in it, but it should more or less be an exact replica of Fiji. Well, before the ocean levels rose and turned the whole place into the world’s largest paddling pool anyway.” At that moment, a sheep suddenly leapt from the ocean, baaing its little heart out before splashing back into the water. “More or less,” Rimmer muttered as he shrugged his shoulders.

Lister’s breath caught as he turned and saw Rimmer. “Holy smeg, Rimmer! Look at you!” He marveled at what a change the de-aging algorithm had made. Rimmer stood in his brilliant emerald green uniform looking at least twenty-five years younger. “Man, it’s been ages since I’ve seen you wear that.”

“I could say the same for you miladdo.” Rimmer grinned as his eyes dragged across Lister’s old leathers. “God I’d almost forgotten how you looked back then.” Rimmer stared appreciatively down at the youthful curves of Lister’s face.

“Is there a mirror in here?” Lister asked and scanned the room before finding one on an adjacent wall. He quickly walked to it and his jaw dropped. “Smegging hell. Would you look at that?” Rimmer’s reflection soon joined his and the hologram began to preen and admire himself.

“I certainly was a handsome fellow, wasn’t I? Just look at that jawline.”

“You’re still handsome and you know it. But look at me, I look like a kid!”

“You don’t look a day over eighteen you gorgeous piece of jailbait.”

“Oh smeg off,” Lister smiled as he stood on tiptoe and pulled Rimmer into a kiss. “Man, I never got to touch you back when you looked like this,” he breathed as he broke away for a moment.

“However did we survive?” Rimmer mumbled against Lister’s lips as he returned the kiss. The soundtrack of the ocean and the occasional sheep faded away as they melted into one another.

“Not so fast, Listy.” Rimmer pushed Lister away from him gently and waggled his eyebrows. “Aren’t you forgetting someone?”

“Right, sorry. It’s just distracting seeing you like this again.” Lister’s eyes were dark as he stared at soft curls and a youthful face he’d not seen for twenty-odd years.  

“Come on, Listy. Don’t be shy.”

“Shy? Who’s shy? I’m young, I’m good-looking, and for the first time in years my back feels in-smegging-credible. Let’s do this.” Lister cleared his throat and crossed his arms over his chest. “Execute program: Hot Toddy.”

“Really, Lister? Hot Toddy?”

Lister shrugged, his grin growing wider as first officer Frank Todhunter suddenly materialized in the middle of the room, decidedly damp and wearing nothing but a tiny towel around his waist. He looked around him, his brow furrowed and his lips pursed in a perfect ‘o’ of surprise as he clutched the ends of the towel together. “What the smeg’s just happened? Where am I?”

Lister and Rimmer’s gazes tracked twin paths from the officer’s taut calves, to his naked thighs, past the scant towel which left very little to the imagination, up a flat stomach, and a firm looking chest to Todhunter’s startled face. “Erm, Lister? Why is he naked?” Rimmer whispered out the side of his mouth.

“Who cares?!” Lister whispered back fiercely. “Yo, Todhunter!”

“Lister? Is that you? And Rimmer?” Todhunter pulled his towel down demurely over his thighs and did his best to make himself look official, despite his state of undress. “What the smeg is going on here? Is this some sort of a prank?” He ran a hand through his head of sopping waves, and Lister couldn’t help but notice how firm the officer’s bicep looked as it flexed.

“Mister Todhunter, sir.” Rimmer attempted to click his heels and give one of his infamous salutes, but he too was mesmerized by the tall, fit, nearly naked officer. He could only manage to do a half-enthusiastic little wave before he had to cup his hands discreetly in front of his trousers.

“Naw it’s not a prank, er… sir.” Lister tugged at his shirt collar as he tried to avoid staring at the drops of water crawling their way down Todhunter’s chest.

“Well what are we doing here? Why aren’t we on the ship? And where the smeg are my clothes?” Todhunter began to look about him in a panic.

“Easy, easy. Look, everything’s fine I promise you.” Lister yanked the palm tree patterned duvet from the massive bed, and draped it over Todhunter’s shoulders before pushing him over to one of the decorative easy chairs. “Look why don’t you sit down for a minute, and have a drink.” Lister grabbed one of the bottles of champagne and a glass flute. “This is going to take a while to explain.”


	3. Chapter 3

Several minutes later, the three men were huddled together on a pair of easy chairs, not far from the bed. Lister sat casually, one leg draped over the arm of the chair, while Todhunter sat hunched over in the other, clutching the ends of the duvet in one hand and a champagne flute in the other, looking like he’d just found himself in Never Never Land. Rimmer stood, his eyes crinkling with amusement as he leaned against Lister's chair and swilled from his own glass of champagne. Todhunter upended his glass and drained it before he turned and looked Lister in the eye. “So let me see if I’ve got this straight. You’re telling me that it’s over three million years into the future, and the entire human race is extinct except for you.”

“Yeah,” Lister nodded as he swigged champagne from a beer mug.

“I’m dead as well, and my being here right now is just because you’re running my personality disk from the ship?”

“Yeah, sorry about that and all.”

“It’s really not so bad,” Rimmer chimed in. “Once you get used to it.”

“And you’re dead as well, Rimmer. But now you’re the ship’s hologram, but you’re somehow a _solid_ hologram?”

“That’s right.” Rimmer answered cheerily as he took another sip from his champagne flute, “Dead as disco, and solid as rock.” He chortled into his glass at his own cleverness while Lister rolled his eyes.

“And the two of you are _together_ now. You’re a thing.” The duvet slipped from Todhunter’s shoulder as he gestured between the two of them.

“Yeah, been together for years now. It’s our anniversary.” Lister wrapped his arm around Rimmer and gave him a squeeze.

“Incredible,” Todhunter pinched the bridge of his nose with his fingers as he pulled the duvet back around him. “And this here, this place, this hotel isn’t actually real?” A particularly well-timed sheep suddenly chose to leap from the ocean, its bleating carrying through the open window like the world’s weirdest birdsong.

“Yeah, it’s a simulation we’re running in the AR suite on Starbug.”

“And you’re specifically running this simulation specifically so that you two can have a threesome. A threesome with _me_. Specifically.” He gestured pointedly to the bedside table that was covered with a modest array of sex toys and flavored lubes.

“Yeah,” Lister’s grin threatened to split his face, it was so wide. “A bit cheeky isn’t it?”

“Is that why you brought me here naked?”

“Actually we didn’t plan that bit. You must have just finished having a shower the last time the computer backed up everyone’s personalities.”

“How fortunate for us,” Rimmer said as he waggled his eyebrows at the officer.

Todhunter shook his head as he looked back at Lister.

“So what do you think, eh?” Lister asked as he tipped back his mug and finished his champagne. “Are you up for it?”

Todhunter stared at the both of them, incredulous. “You’re both completely serious about this, aren’t you?”

“Sure we’re serious,” Lister said, doing his best to sound reassuring. “But look, man. Don’t agree to this if you’re not totally cool with it. I know it’s a bit of a weird proposition to get out of the blue.”

“Well that’s the understatement of the century,” Todhunter said with a smirk on his lips.

“Of the millennium!” Rimmer blurted out. “Wait, what do you call a block of a million years? A millionennium?”

“As I was saying,” Lister interrupted as he shot Rimmer an irritated look. “If you’re not cool with it, you can just say so and that’ll be the end of it. OK?”

The tall officer sat back in his chair and drummed his fingers on his champagne glass as he pondered.

Lister chewed at his lower lip for a few moments, trying desperately not to think about the fact that only a thin towel and a duvet was between him and an entirely naked first officer Todhunter, while he waited for a decision to be reached. “So what do you think? Are you up for it?”

Todhunter let out a long sigh before shrugging his shoulders. “Why not? I’m already dressed for the occasion aren’t I?”

“Really?” Lister practically squeaked with excitement. “You’re certain?”

“Well the way I see it; either I’m asleep right now and having the most bizarre, yet vivid, and embarrassing dream of my life, or the two of you are telling the truth. Either way, what have I got to lose? If it’s a dream, I’ll wake up and have a good laugh about it. If it’s not, I’m already dead anyway, and at least I get the chance of one last shag. But I do have just one question. Why me in particular? You could have had your pick of the whole crew.”

Lister’s ears reddened as he fiddled with his beer glass, rolling it between his fingers. “Well that’s… because… because…”

“He _fancies_ you!” Rimmer blurted out, a ludicrous smile on his face.

“ _Rimmer!_ ”

“What? You’ve already asked him to _sleep_ with us, if he hasn’t managed to glean from that, that you fancy him, then the man probably hasn’t got enough brains left to will himself to a full erection anyway.” Rimmer shrugged as he drank more of his champagne.

“Would you please let me do the talking, Rimmer? You’re gonna put him off!”

“On the contrary, Lister.” Todhunter reached out a hand and placed it on Lister’s knee. “I’m actually quite flattered.”

Lister’s ears burned hotter as the officer gave his leg a gentle squeeze. “Are you?”

“Well if I’m being honest, Rimmer here is a bit of a smeghead…”

“A what?!” Rimmer snapped as he glared at Todhunter.

“...but, I have always thought that he has an incredibly nice arse.” The officer winked at Rimmer and the hologram’s cheeks grew pink.

Lister smirked up at Rimmer, “Wha’? You embarrassed someone else likes your arse?”

“No, it’s just... hot in here. All this… tropical-ness.” Rimmer made a big show of taking off his jacket and fanning himself. He cleared his throat and took another swig of champagne as Todhunter continued.

“You’re another story though, Lister. You might not know this, but I’ve always liked you.” Todhunter’s blue eyes sparkled as he stared at Lister. “Quite a bit actually.”

“Have you?”

“You’ve _what_?” Lister and Rimmer’s words tumbled over one another as they both gawped at the handsome officer.

“Is it really that surprising? After all, you’re very attractive, Lister.” Todhunter shifted himself to the edge of his chair, his towel bunching up dangerously high around his thighs as he reached out to Lister’s cheek. “Quite frankly, I’ve always thought that you were the best-looking fellow on the ship.”

“Oh yeah?” Lister’s blush began to be replaced by a flush of confidence as he leaned closer to Todhunter.

“And I must say, this change of wardrobe really suits you.” Todhunter remarked as he looked Lister up and down. “I’ve never seen you in black leather before. It’s distractingly sexy.” An enraptured look crept across Todhunter's face as he fingered the front of Lister’s leather jacket.

“I could say the same.” Lister replied as he reached a hand down to the officer’s exposed thigh. “You know normally I could really go for a man in uniform, but that towel is giving me second thoughts.”

“Oh yes? And what would those thoughts be, Lister?” Todhunter flushed as Lister gave his leg a squeeze.

"I’ll give you one guess, Todhunter.”

“Please,” Todhunter’s voice was husky as he leaned in towards Lister. “Call me Frank.”

Lister found himself following Todhunter’s lead and angling his head for a kiss, when suddenly a hand clamped down on his shoulder. “ _Lister!_ ” Rimmer hissed. “Could I have a word please?” The hologram turned and walked purposefully towards the window.

Lister gave a heavy sigh as he stood and followed Rimmer. “Just give us a mo’ will you, Frank?”

“Certainly,” Todhunter flashed a crooked smile as he shrugged his shoulders out of the duvet and poured himself another glass of champagne.

“Just _what_ do you think you’re doing, Listy?” Rimmer stage-whispered as furiously as he could manage.

“Exactly what we’ve come here to do, I thought?”

“But he _likes_ you, Lister!”

“So he likes me, what’s wrong with that? Did you think there would be any chance of him agreeing to have a threesome with us if the bloke didn’t at least like one of us?”

Rimmer sputtered, “Well I thought maybe I’d have to pull rank. Tell him that I’ve been the head officer on-board the ship for decades now, and that if he knew what was good for him, he’d say yes.”

“Oh for smeg’s sake, Rimmer. That was your plan? To bully him into wanting to sleep with us?”

“Well not exactly, I just thought this was going to be a purely physical thing, I didn’t want it to be about _feelings_.”

“Rimmer, you can’t have sex with someone without feelings getting involved somehow. It just doesn’t work that way.”  

Rimmer grunted in response and frowned down at his boots. Lister grabbed the hologram around the waist and pulled him close. “Look, yeah I’m flattered that he likes me, I mean just look at the guy. Even you can’t deny that he’s good-looking.”

“Humph,” Rimmer snorted. “If you’re into that tall, dark and handsome sort of thing I suppose.”

“So what if he’s tall dark and handsome? You’re tall dark and handsome too, you silly smegger. But that doesn’t even matter anyway, does it? Because _you're_ the one that I want to be with, and you always will be. This is just supposed to be a bit of fun, yeah? At the end of the day, you’re the one that’ll be coming home with me after the simulation’s all done. Not him.”

“I suppose so,” Rimmer shifted nervously from foot to foot as Lister embraced him.

“Besides, he doesn’t hold a candle to you man. I promise.” Lister stood on tiptoe and kissed the hologram firmly. Rimmer stiffened for just a moment before relaxing into the kiss. Lister slid his hands round to the hologram’s backside and gave it a tender squeeze. He pulled away and breathed into the hologram’s ear. “With an arse like that, how could he possibly compare?”

“I suppose maybe it’s just harder for me to share you than I thought it would be,” Rimmer murmured as Lister dotted a line of kisses down his neck.

“There’s plenty of me to go around, Rimmer.” Lister pressed his groin against the hologram and Rimmer groaned as he felt warm heat through Lister’s leather trousers. “C’mon, it’ll be fun. You can’t tell me that you’re not just the tiniest bit curious to see what Todhunter’s hiding under that microscopic towel of his.”

“Oh all right. You’ve convinced me.” Rimmer drained the rest of his champagne glass and followed Lister back to Todhunter. “Is my arse really _that_ incredible?” He whispered behind Lister’s back.

“The incredible-est.” Lister turned to flash a smile at Rimmer before flopping back into the chair opposite Todhunter.

“Everything all right?” Todhunter smiled up at Lister, his eyes bright.

“I think so, yeah.”

“Oh yes, everything’s just tickety-boo,” Rimmer poured himself another glass of champagne and drained half of it in one go.

“So erm… where were we, exactly?” Lister asked.

“Well,” Todhunter set down his glass of champagne on an end table before leaning in close to Lister. “I thought that we were about to kiss, but I suppose I could have been mistaken.”

“I hope that we’ll be doing more than just kissing,” Lister slipped a hand around the back of Todhunter’s neck, buried his fingers in the damp, dark waves and pulled him forward.

“God but you’re sexy, Lister. Rimmer’s a lucky man.” Todhunter licked his lips as Lister slid closer to him.

“Don’t I know it,” Rimmer quipped as he leaned in, nearly putting his nose between the two of them. “And don’t you forget that he’s _mine_.” Rimmer grabbed Lister’s face in his hands and turned it towards him, kissing him passionately. After a few moments he stopped, and looked at Todhunter smugly.

The officer, clearly unperturbed, smiled back at Rimmer. “Feel better now that you’ve marked your territory?”

Lister shook his head in irritation. “Come off it, Rimmer. Remember, there’s plenty of me to go around.” He caught hold of Todhunter’s face in his hands, and pressed their lips together. Todhunter moaned, as Lister urged forward, his tongue invading the officer’s mouth. Todhunter dug his fingers firmly into Lister’s leather jacket, tugging him closer as they kissed. Lister’s heart raced at the feeling of an unfamiliar mouth on his and unfamiliar hands holding him. It wasn’t that Todhunter was a better kisser than Rimmer. It was just so incredibly different. After so many years of only kissing Rimmer, the newness of it all was striking. Only half-aware of what he was doing, he clambered out of his own chair and straddled the officer’s thighs. Lister growled as he tasted the sweet tang of champagne on Todhunter’s lips and kissed the officer harder and deeper.

“Is it getting hot in here, or is it just me?” Lister remarked as he broke away from the kiss and shrugged out of his leather jacket. He tossed it to the floor and began to tug on the buttons of his shirt.

“You…” Todhunter gasped as Lister tore off his shirt and rocked his leather-clad hips against the officer’s towel. He felt the officer’s erection through it, stiff and searing. “It’s definitely you. Oh god, Lister.” Todhunter bent forward and began to nuzzle at Lister’s neck. Lister turned his head and his eyes clapped on Rimmer. The hologram was standing just feet away, his mouth agape, with a massive erection tenting out the front of his iridescent green trousers. The sight of it made Lister’s mouth begin to water.

“C’mere, Rimmer.” He gestured for the hologram to come closer and wrapped his fingers around the cloth peak, squeezing it gently as Rimmer moaned.

“Get out of those,” Lister breathed. “Now.”

Rimmer swallowed hard as he looked down at Lister. The hologram squinched his eyes shut, and his clothes disappeared instantly leaving him completely exposed, his cock glistening.

“My word,” Todhunter mumbled, his mouth still buried in Lister’s neck. “Does he always do that?”

“One of the perks of being married to a hologram,” Lister quipped as he slipped his hand around Rimmer’s cock and pulled him in closer, catching the head in his warm mouth.

“Oh smeg,” Rimmer muttered. He braced himself on the back of the chair, and rocked on his heels as Lister sucked him in deeper, his lips dragging slowly over the smooth skin.

“Oh smeg,” Todhunter parroted as he watched Lister working over Rimmer’s cock. The officer licked his way down Lister’s chest as he stared.

After a few long sucks Lister pulled away to kiss Todhunter again, keeping one hand wrapped firmly around Rimmer’s prick. Lister went back and forth, alternating between sucking Rimmer down, and kissing Todhunter. He moaned at the feeling of hot skin against his lips and the different tastes on his tongue. “You’re next, Frank.” Lister muttered into Todhunter’s mouth as he lifted his hips and snatched away the officer’s towel. Todhunter gasped as his cock was exposed. Lister looked down, pleased at the officer’s length and girth. “I just knew you’d have a nice one,” he commented as he tossed the towel aside and wrapped his fingers firmly around it.

“Oh god, Lister.” Todhunter shivered as he arched into Lister’s fist.

“Oh smeg, Lister,” Rimmer groaned as he slipped in and out of Lister’s other hand. Lister slid out of Todhunter’s lap and motioned for him to stand. The officer gasped under Lister’s ministrations as he got to his feet.

Lister beamed, as he looked back and forth between the two cocks in his hands, and the two handsome, naked men who were thrusting so eagerly into his fingers. He dropped to his knees in front of Todhunter and wrapped one hand around the base of his shaft, keeping a firm grip on Rimmer with the other. Lister licked his lips before letting them slip down and over the full head of the officer’s prick.

“Oh god, Lister. Oh… Oh _god_!” Todhunter whimpered as his knees began to shake. Lister hummed happily as he sucked Todhunter down, loving the slide of skin against his tongue. He let Todhunter slip from his lips, and latched onto Rimmer instead. The hologram hissed as Lister’s lips closed around him.

“Oh, Listy. Oh my smeg.” When Rimmer’s thighs started to quiver, he shifted back to Todhunter. Back and forth he went, relishing the subtle differences between the two men. How Rimmer was a bit longer, but Todhunter was slightly thicker. How Rimmer’s cock tapered elegantly, while Todhunter’s was thick from base to tip. His head swam with a rush of arousal as he swallowed Todhunter deep enough that he felt the brush of wiry curls against his lips.

“God smegging damn it, Lister.” Todhunter moaned as he stroked the back of Lister’s head, rocking his hips in time with Lister’s sucks.

Lister winced as his cock finally wouldn’t let him ignore that it was bent at an uncomfortable angle in his trousers. “Let’s move over to the bed, boys.” He adjusted himself as he stood and then guided them to the bed by their cocks like puppies on leashes. He turned and faced them as he undid the button and zip on his leather trousers. “I want you to suck me first, Frank.”

“You don’t have to ask me twice,” Todhunter responded as he dropped to his knees and helped Lister to tug off his trousers. Todhunter ran his hands over the massive bulge in Lister’s shorts, and gasped as he pulled them down. “My god, Lister. You’re… you’re… enormous.”

“Oh don’t go on about it,” Rimmer groaned. “He’s already got enough of a swollen head about that thing.”

“Swollen is right,” Todhunter quipped as he licked up the full length of Lister’s cock before wrapping his lips firmly around the tip.

“Oh yeah,” Lister moaned as he sank into the soft mattress and let Todhunter settle between his legs. The officer went to work with gusto, swallowing Lister’s cock as deeply as he could, his fingers pressing into the soft skin of Lister’s thighs as he pulled him closer.

“You’re not doing it right,” Rimmer suddenly hissed in Todhunter’s ear.

“Rimmer!” Lister blurted out in irritation as Todhunter wrapped a hand around his balls and began to squeeze them gently as he continued to suck. “Oh smegging hell!”

“I’m not hearing any complaints from him,” Todhunter deadpanned before pulling Lister in as deeply as he could.

“That’s not the way he likes it though. You don’t need to deep-throat him for smeg’s sake! Do you think you’re on camera or something?”

“Rimmer,” Lister gasped out as Todhunter continued to enthusiastically fellate him. “Would you shut it? He’s doing… oh smeg… he’s doing just fine.”

“Why are you squeezing him so hard? He doesn’t like it that way, you know.”

Todhunter let out an exclamation of exasperation as he turned to look at the hologram. “You do know that there’s more than one way to suck a cock, don’t you Rimmer?”

“Well excuse me, miladdo, but I think I probably know a thing or two about how Listy here likes to be sucked off.”

“He seems to be enjoying himself just fine to me. Aren’t you, Lister?” Todhunter wrapped his hand around Lister firmly and twirled his lips around the end of his cock.

“Oh god, Frank. Oh… oh smegging hell.” Lister grabbed onto fistfuls of Todhunter’s hair and urged him on.

“Oh, he’s just saying that to be nice. I know my Listy, I know what he likes. You’ve got no subtlety, no finesse. You’ll never get him off that way.” Rimmer crossed his arms over his chest and looked smug.

Todhunter pulled off of Lister’s cock with a distinct popping sound. “Would you excuse me for a moment, Lister?”

“That’s right, step back and watch how a real man…” Rimmer forgot to finish his sentence as Todhunter grabbed him around the hips and sucked his prick in up to the hilt. “Oh my smeg,” the hologram squeaked as Todhunter did veritable acrobatics with his lips and tongue. The officer slid his hands around to Rimmer’s buttocks and kneaded them as he sucked him in and out.

Lister sat like a statue on the bed, his own prick impossibly hard as he watched Todhunter and Rimmer. “Oh _smeg!_ ” The hologram’s arms fell to his sides and his head lolled as Todhunter quickly brought him to the brink of his orgasm. Rimmer became incapable of any understandable utterings as his climax rocketed through him. He grabbed onto Todhunter’s head and held on for dear life as he spasmed, spilling into the officer’s mouth.

After a few moments Todhunter stood, wiping his mouth with the back of his hand. He ran one hand through Rimmer’s curls and dragged the thumb of his other hand across the hologram’s lips. “Still want to teach me how to suck a cock?” Todhunter teased as he rubbed his hard prick against Rimmer’s softening one.

“You… you bastard,” Rimmer gasped as he came back to himself. “You gorgeous, smegging bastard.” He grabbed the officer’s head in his hands and kissed him feverishly. Todhunter reached his hands down to Rimmer’s buttocks and pulled the two of them closer together. He looked down in surprise as he felt Rimmer’s cock stiffening as it pressed into him.

“My god,” he muttered. “Is that another hologram thing?”

“That’s all me, baby.” Rimmer grinned deliriously as he grabbed Todhunter and pulled him into another kiss.

Lister’s mouth dropped open as he watched the two men, kissing and fondling one another. Rimmer’s rangy lines made an elegant contrast up against Todhunter’s thicker, more athletic physique. As they kissed, the two men’s cocks slipped and slid against one another like dancers. Lister moaned with pleasure as he watched it all unfolding in front of him.

Lister’s moan caught Rimmer’s attention as he pulled away from Todhunter. “We’re forgetting about Listy.”

“You two had better not dare stop,” Lister commanded as he began stroking himself slowly, his prick pumping out slow beads of precum that dribbled down the sides. “Smeg, you both look so sexy.” Lister bit down on his lower lip as the two men obliged and continued kissing and rubbing their hands over one another. “Rimmer, I want to watch you suck him.” Lister moaned as Rimmer quickly dropped to his knees and enveloped the officer in his warm mouth.

Todhunter matched Lister’s moans as Rimmer fellated him. He sank his fingers up to the knuckles in Rimmer’s hair and pumped his hips forward. “Oh yes. You like sucking off an officer, don’t you, Rimmer?” Rimmer’s cock gave a massive twitch and a fresh bead of precum began to grow at the tip. “I can tell you like it, you dirty boy. You like feeling my cock in your mouth, don’t you?” Rimmer whimpered as he nodded, his mouth still full of Todhunter's prick. He wrapped a hand around the thick shaft and began to pump him with a twisting motion as he licked the tip. Lister crawled to the edge of the bed, completely mesmerized by the show as he slipped in and out of his own fist.

“Do you want me to fuck you, Rimmer? Do you want me to ram my cock into that gorgeous arse of yours and pound you until you can hardly think?” Rimmer’s cock gave another massive twitch and he looked over at Lister, desire etched in his face as clearly as day.

“Don’t let me stop you, man. I’m enjoying the show here.” Lister groaned as Rimmer sucked Todhunter’s cock with even more vigor.

“Tell me that you want me to fuck you, Rimmer.” Todhunter pumped his hips into Rimmer’s mouth as the hologram pulled away with a gasp.

“I want you to fuck me, sir.” Rimmer stared up at the officer with reddened lips before latching onto his prick again. Todhunter’s breathing grew heavy as he gestured for Lister to slide back on the bed.

“I want you to suck Lister while I fuck you,” Todhunter urged Rimmer to his feet and rubbed their erections together as he kissed him. The hologram moaned as he pressed into the officer's muscular chest.

“Yes sir,” Rimmer replied obediently as he crawled onto the bed. Lister was up on his knees near the headboard and he pulled the hologram to him, kissing him before guiding his head downwards. He groaned as the sweet and familiar sensation of Rimmer’s mouth around him made him break out in goosebumps. He combed his fingers through Rimmer’s curls as he gently thrust into the hologram’s mouth.

Todhunter grabbed a bottle of lube from the bedside table, popped the top open and drizzled a stream into his hand. He rubbed his hand over his cock until it glistened, and climbed onto the bed. He looked down appreciatively as he positioned himself behind Rimmer. “You really do have a gorgeous arse, Rimmer.” He rubbed one well-lubricated finger around Rimmer’s opening as the hologram squirmed. He slipped one finger in and Rimmer gasped as he thrust backward into the officer’s hand. Lister moaned as the hologram’s desperate breath on his cock made him ache for his own release.

“More please, sir.” Rimmer begged as Todhunter slipped another finger into him, stretching him out further. Todhunter grabbed the base of his prick, and slowly began to ease himself into the hologram. Rimmer let Lister’s cock fall from his mouth as he cried out. “Oh smegging, smegging, _smeg_.” He shuddered as Todhunter’s prick worked its way into him, centimeter by centimeter. Once Rimmer was flush against his hips, Todhunter began to slide himself in and out. Rimmer’s prick spilled rivulets of precum as Todhunter’s cock rubbed inside of him. He sucked Lister’s cock back into his mouth, his moans making Lister shiver.

Lister’s eyes, completely blackened with lust, latched onto Todhunter’s as he watched the officer slam into his husband. He leaned forward over Rimmer’s back, grabbed the back of Todhunter’s head and kissed him hard. “I want to fuck you, Frank.” Lister gasped as he pulled away.

“So fuck me then, Lister.” Todhunter grinned wickedly as he continued to pound away at Rimmer. Lister practically leapt from the bed and hurriedly lubed up his own cock before sliding behind Todhunter.

“Smeg,” he muttered as he got on his knees behind the officer. “I’m going to need a smegging stepladder or something to reach here. Your thighs are twice as long as mine.” Todhunter laughed.

“Why don’t you grab a cushion from one of the chairs and use that?”

“Hurry, Listy.” Rimmer groaned as Todhunter braced himself on the hologram’s shoulders and slammed into him harder. “I can’t… I can’t last much longer. Oh smegging hell, Todhunter.”

“Oh god yes, Rimmer. You like that don’t you?”

“Smegging hell you two. Wait for me, will you?” Lister scrambled back onto the bed and put the cushion under his knees. It was just enough additional height to make the angle work. “You ready, Frank?” Lister asked as he rubbed the hot end of his cock against the officer.

“Fuck me, Lister.” Todhunter groaned as he felt Lister’s heat against him. “I want to feel you inside of me, now.” Lister pressed forward slowly, until his cock was fully engulfed in Todhunter. The officer cried out as Lister filled him. “God damn you, Lister. Oh god _yes_.” Lister began to pump his hips into Todhunter, timing his own thrusts along with the officer's.

“Smegging hell!” Lister shouted as he felt the press and squeeze of Todhunter around him. He grabbed onto the officer’s hips and let loose, slamming himself into Todhunter over and over again.

“ _Oh god!_ ” Rimmer cried out, as his second orgasm began to rocket through him.

“Oh god yes, Rimmer!” Todhunter gasped as he reached around for Rimmer’s cock and stroked him to completion.

“ _Oh god yes! Yes!_ ” Rimmer’s back arched as he threw his head back and shot his load over the bed.

“Oh god, Lister.” Todhunter moaned as he continued to pump into Rimmer. “You feel so good, so damned good. Oh god!”

“Yeah? You like it? You like it when I fuck you, Frank?”

“Oh god! Oh, yes!” Todhunter gripped Rimmer around the middle and cried out as he spilled into the gasping hologram.

“Oh smeg, Frank. I’m gonna… I’m gonna… _smeg!_ ” Lister groaned as a flash of heat pulsed through him. He grabbed onto Todhunter’s hips and thrust into him deliriously as he exploded in a burst of pleasure.

For several moments they remained, piled up like dominoes while they tried to catch their breath. One by one, they slipped out of each other and fell onto the bed, their sides heaving with a mix of exertion and pleasure. As their breathing slowed, they could hear the sounds of the waves out on the shore, and the occasional bleating sheep.

“My god,” Todhunter murmured as he lay between Lister and Rimmer. “That was… that was… well I don’t know exactly what that was but… damn.” He slipped one arm around Lister, and the other around Rimmer and pressed a kiss to the top of Lister’s head.

“It was fun, wasn’t it?” Lister grinned as he reached across Todhunter’s chest and prodded Rimmer. “Didn’t I tell you it’d be fun?”

“Mmph,” Rimmer muttered as he settled comfortably into Todhunter’s shoulder. “I can die happy now.”

“But you’re already dead, Rimmer.”

“Way to spoil the moment, Listy.”

Lister laughed and buried his head into the officer’s chest. “Well thanks for being a good sport, Frank. You’ve made this a most memorable anniversary.”

“Happy to oblige, Lister. I’m just sad that this is going to be the end of it.”

“Well who says this is the end of it?”

“How do you mean?”

“Well I mean theoretically speaking, we could run this program whenever we wanted. Well as long as we’re not fighting off rogue simulants, or being pursued by jilted GELFS, or being attacked by some crazy sort of mutated virus, or otherwise engaged in day-to-day life stuff.”

Todhunter’s eyes bugged out of his head as he looked at Lister. “That’s your day-to-day life?”

“Things are a bit weird three million years into the future.”

“Now _that's_ the understatement of the millionennium,” Rimmer muttered as he pulled himself closer to Todhunter and cuddled him like a teddy bear.  

“So how about it?” Lister asked the officer as he reached up a hand to play with his wavy hair. “Is it ok if we pop by every now and then for some fun? It doesn’t just have to be sex necessarily, I mean there’s the beach, this nice hotel room. What do you say?”

Todhunter shrugged as he shot Lister a lopsided grin. “Well why not, I suppose?”

“Yeah!” Lister grinned and did a little victory dance before wrapping his arms around both Todhunter and Rimmer and giving them a squeeze.

“On one condition.” Todhunter looked at Lister seriously.

“What’s that?”

“Could you please do something about those damned sheep?”

**Author's Note:**

> I can't remember who it was who first mentioned a Lister/Rimmer/Todhunter threesome needing to happen, but I'm amazed that I managed to be the first to publish one. This has been banging around in my head for months, so I'm so happy that I finally managed to get it written.


End file.
